2. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 2
VALIDUS INVESTMENT HOLDINGS PTE. LTD.
(Company Registration No. 201803167H)
Financial Statements For The Year Ended December 31, 2022
3. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 3
Validus Investment Holdings Pte. Ltd.
(Incorporated in the Republic of Singapore)
Directors
Nahata Vikas
Liu Genping
Suramya Gupta
Nikhilesh Goel
Shah Vishal Virendra (Appointed on 20.12.2022)
James Lee Tze Wei (Appointed on 20.12.2022)
Secretary
Catherine Lim Siok Ching
Registered Office
150 Beach Road
#08-03/04 Gateway West
Singapore 189720
Auditors
Natarajan & Swaminathan
Chartered Accountants of Singapore
1 North Bridge Road
#19-04/05 High Street Centre
Singapore 179094
Index Page
Directors' Statement 1 - 3
Independent Auditors’ Report 4 - 6
Statements of Financial Position 7
Statements of Comprehensive Income 8
Statement of Changes in Equity - Group 9
Statement of Changes in Equity - Company 10
Consolidated Statement of Cash Flows 11-12
Notes to the Financial Statements 13 - 64
4. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 4
Validus Investment Holdings Pte. Ltd.
Directors’ Statement For the financial year ended December 31, 2022
The directors present this statement to the members together with the audited financial statements of the Group
and of the Company for the financial year ended December 31, 2022.
1 Directors
The directors in office at the date of this statement are:-
Nahata Vikas
Liu Genping
Suramya Gupta
Nikhilesh Goel
Shah Vishal Virendra
James Lee Tze Wei
2 Arrangements to enable directors to acquire shares and debentures
Neither during nor at the end of the financial year was the Company a party to any arrangement whose
objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits through the
acquisition of shares in, or debentures of the Company or any other body corporate.
3 Directors' interest in shares and debentures
The directors holding office at the end of the financial year had no interests in shares, debentures, warrants
or share options of the Company and its related corporations as recorded in the Register of Directors'
Shareholding kept by the Company under Section 164 of the Singapore Companies Act, except as follows:
Shareholdings registered
inthe name ofdirectors
Shareholdings inwhich directors
are deemed to have aninterest
Name ofdirectors and companies
inwhich interests are held
At beginning
ofyear
At end
ofyear
At beginning
ofyear
At end
ofyear
Company
Number ofordinary shares
Nahata Vikas 161,545 161,545 756,010 756,010
Nikhilesh Goel 233,608 233,608 - -
Number ofpreference shares
Nahata Vikas 3,634 3,658 - -
Nikhilesh Goel 3,634 3,658 - -
4 Share options
Company
During the year, the Company’s shareholders has approved the Amended and Restated Validus Employee
Share Option Scheme 2022 by replacing Validus Employee Share Option Scheme 2018 for the granting of
non-transferable options to eligible employees, consultants and directors of the Group not exceeding 8% of
fully diluted share capital. The exercise price of the options is determined by committee of founders. 20% of
options gets vested in 12 months from grant date and another 20% gets vested in proportion of 5% at end of
every 3 months thereafter for the next 12 months and remaining 60% gets vested in proportion of 7.5% at
end of every 3 months. The options may be exercisable in full or in part on the payment of the Exercise Price.
The term of the scheme is at discretion of the Board.
5. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 5
Validus Investment Holdings Pte. Ltd.
Directors’ Statement For the financial year ended December 31, 2022
4 Share options (Cont’d)
Company (Cont’d)
The number of un-issued ordinary shares of the Company under option available granted and pending
vesting outstanding at the end of the financial year is 295,423 at exercise price ranging from S$5 to S$14 per
share. 454,516 options have vested pending exercise, as at the end of the financial year at exercise price
ranging from S$1 to S$115,556.
The number of shares vested at year end and exercised at report date are as follows:
8,097 @S$9
Subsidiaries
(a) The shareholders of PT Berdayakan Usaha Indonesia have approved the Employee Share Option
Program of PT Berdayakan Usaha Indonesia for the granting of non-transferable options to eligible
employees and directors of the subsidiary as defined by shareholder General Meeting of the subsidiary.
The exercise price of the options is determined by committee or Board of directors. The allocation of
the vesting are arranged in the following term as follows:
(i) The ESOP can be exercised either 12 months from joining date or on January 1, 2020 whichever
date falls later.
(ii) The allocationandtermsof vestingare arrangedin four term asfollows:
a. Vesting Term 1, 20% is given 1 (one) year after the Employee joins or as soon as January
1, 2020.
b. Vesting Term 2, 20% is given 1 (one) year after the Vesting Term 1
c. Vesting Term 3, 30% is given 1 (one) year after the Vesting Term 2
d. Vesting Term 4, 30% is given 1 (one) year after the Vesting Term 3
The term of the scheme is at discretion of the Board.
The number of un-issued ordinary shares of the subsidiary under option available granted and
pending vesting at the end of the financial year is 199,000 at exercise price of IDR 10,000 per tranche.
241,917 options have vested as at year end, pending exercise, at exercise price of IDR 10,000 per
tranche.
(b) The shareholders of Siam Validus Capital Company Limited have approved the Siam Validus Employee
Benefit Programme Scheme 2021 for the granting of non-transferable options to eligible employees
and directors of the subsidiary as defined by shareholder General Meeting of the subsidiary. The
exercise price of the options is determined by committee or Board of directors. 20% of options gets
vested at the end of 12 months from grant date and another 20% gets vested at the end of 24 months
from the grant date. Thereafter remaining 60% gets vested in proportion of 30% at the end of every
12 months.
The number of un-issued ordinary shares of the subsidiary under option available granted and
pending vesting at the end of the financial year is 374,000 at exercise price ranging from THB 7 to THB
10 per share. 186,000 options have vested as at year end, pending exercise, at exercise price of THB 7
per share.
6. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 6
Validus Investment Holdings Pte. Ltd.
Directors’ Statement For the financial year ended December 31, 2022
4 Share options (Cont’d)
Subsidiaries (Cont’d)
(c) The shareholders of VGrowth Development Holding Joint Stock Company have approved VGrowth
Holding Employee Share Option Scheme for granting of non-transferable options to eligible employees
and directors of its subsidiary V Growth Development Co Ltd, as defined by shareholder General
Meeting of VGrowth Development Holding Joint Stock Company. 30% of options gets vested in 18
months from grant date and another 10% gets vested in proportion of 5% at end of every 3 months
thereafter for the next 6 months and remaining 60% gets vested in proportion of 7.5% at end of every
3 months.
The number of un-issued ordinary shares of the subsidiary under option available granted and
pending vesting at the end of the financial year is 375,383 at exercise price of VND 10,000 per share.
157,706 options have vested as at year end, pending exercise, at exercise price of VND 10,000 per
share.
5 Auditors
The auditors, Natarajan & Swaminathan, have expressed their willingness to accept re-appointment.
6 Directors’ opinion
In the opinion of the directors,
(a) the financial statements of the Group and of the Company are drawn up so as to give a true and fair
view of the financial position of the Group and of the Company as at December 31, 2022 and the
financial performance, changes in equity of the Group and of the Company and the cash flows of the
Group for the financial year ended on that date in accordance with the provisions of the Singapore
Companies Act 1967 and Financial Reporting Standards in Singapore; and
(b) at the date of this statement there are reasonable grounds to believe that the Company will be able to
pay its debts as and when they fall due.
On behalf of the board of directors
Nahata Vikas Nikhilesh Goel
Date: October 20, 2023
7. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 7
INDEPENDENT AUDITORS’ REPORT
TOTHE SHAREHOLDERSOF VALIDUSINVESTMENT HOLDINGSPTE.LTD.
FOR THE FINANCIAL YEAR ENDED DECEMBER 31,2022
(Incorporated in the Republic of Singapore)
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of VALIDUS INVESTMENT HOLDINGS PTE. LTD. (the “Company”), and its
subsidiary (the “Group”), which comprise the statements of financial position of the Company and of the Group as
at December 31, 2022 and the statements of comprehensive income, the statement of changes in equity of the
Company and of the Group and the statement of cash flows of the Group for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements of the Company and the consolidated financial statements of
the Group are properly drawn up in accordance with the provisions of the Singapore Companies Act 1967 (the
“Act”) and Financial Reporting Standards in Singapore (FRS) so as to give a true and fair view of the financial
position of the Company and of the Group as at December 31, 2022 and of the financial performance, changes in
equity of the Company and of the Group and the cash flows of the Group for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with Singapore Standards on Auditing (SSA). Our responsibilities under
those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory
Authority (ACRA) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code)
together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and
we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. The other information comprises the Directors’ Statement set
out on pages 1 to 3.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
8. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 8
INDEPENDENT AUDITORS’ REPORT
TOTHE SHAREHOLDERSOF VALIDUSINVESTMENT HOLDINGSPTE.LTD.
FOR THE FINANCIAL YEAR ENDED DECEMBER 31,2022
(Incorporated in the Republic of Singapore)
Emphasis ofMatter
Without qualifying our opinion, we draw attention to Note 4 to the financial statements. The Company has
investment in subsidiaries amounting to S$48,939,307 comprising of nine subsidiaries of which five subsidiaries
are loss making. Management has adopted market multiple method to estimate the recoverable value. This method
involves placing reliance on market information of peers and require significant judgments. Recoverable value
estimated may differ due to actual performance of the subsidiaries in the future.
Responsibilities of Management and Directors for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with the provisions of the Act and FRS, and for devising and maintaining a system of internal accounting controls
sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or
disposition; and transactions are properly authorised and that they are recorded as necessary to permit the
preparation of true and fair financial statements and to maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing the Group's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
The directors' responsibilities include overseeing the Group's financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SSA, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group's internal control.
9. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 9
INDEPENDENT AUDITORS’ REPORT
TOTHE SHAREHOLDERSOF VALIDUSINVESTMENT HOLDINGSPTE.LTD.
FOR THE FINANCIAL YEAR ENDED DECEMBER 31,2022
(Incorporated in the Republic of Singapore)
Auditors’ Responsibilities for the Audit of the Financial Statements (Cont’d)
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those
subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in
accordance with the provisions of the Act.
Natarajan & Swaminathan
Public Accountants and Chartered Accountants Singapore
Date: October 20, 2023
10. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 10
Validus Investment Holdings Pte. Ltd.
Statements of Financial Position As at December 31, 2022
Group Company
Note 2022 2021 2022 2021
Assets S$ S$ S$ S$
Non-current assets
Plant and equipment 3 764,380 1,574,501 16,111 23,414
Investment in subsidiaries 4 - - 48,939,307 45,475,315
Advance for investment 5 - - - 1,000,000
Investment in Junior Note 6 - - 2,746,356 -
Intangible assets 7 2,695,064 1,874,935 2,352,943 1,327,293
Deferred tax asset 8 124,416 159,111 - -
Trade receivables 9 3,333,168 - 149,885 -
Other receivables 10 65,760 79,952 500,000 -
Total non-current assets 6,982,788 3,688,499 54,704,602 47,826,022
Current assets
Trade receivables 9 38,593,798 15,361,933 6,185,408 8,001,977
Other receivables 10 913,232 376,500 6,727,423 591,957
Advance for purchases - 66,177 - 66,176
Prepayment 641,544 537,406 84,351 174,102
Cash and bank balances 11 31,087,357 25,689,525 12,994,161 15,342,426
Total current assets 71,235,931 42,031,541 25,991,343 24,176,638
Total assets 78,218,719 45,720,040 80,695,945 72,002,660
Equity and liabilities
Equity
Ordinary share capital 12 3,045,690 2,967,905 3,045,690 2,967,905
Preference share capital 13 85,341,493 47,989,854 85,341,493 47,989,854
Accumulated losses (64,674,153) (48,614,431) (24,775,582) (11,897,049)
Share application money 14 72,873 11,979 72,873 11,979
Employee share option reserve 16 2,341,794 1,951,141 2,219,264 1,946,738
Currency translation reserve (534,400) (286,981) - -
25,593,297 4,019,467 65,903,738 41,019,427
Non-controlling interests 497,457 222,772 - -
Total equity 26,090,754 4,242,239 65,903,738 41,019,427
Non-current liabilities
Provisions 18 8,107 82,500 - -
Employee benefit liabilities 19 296,177 143,947 - -
Lease liabilities 20 - 681,077 - -
Borrowings 21 37,678,697 29,497,701 4,077,489 29,497,701
Deferred tax liability 8 3,295 841 - -
Total non-current liabilities 37,986,276 30,406,066 4,077,489 29,497,701
Current liabilities
Other payables and accruals 17 3,576,074 2,760,063 1,306,739 1,367,888
Provisions 18 251,314 294,212 68,351 117,644
Employee benefit liabilities 19 22,353 146,406 - -
Lease liabilities 20 557,111 637,404 - -
Borrowings 21 9,339,628 7,232,020 9,339,628 -
Contract liabilities 22 283,029 - - -
Income tax payable 112,180 1,630 - -
Total current liabilities 14,141,689 11,071,735 10,714,718 1,485,532
Total liabilities 52,127,965 41,477,801 14,792,207 30,983,233
Total equity and liabilities 78,218,719 45,720,040 80,695,945 72,002,660
The annexed accounting policies and explanatory notes form an integral part of the financial statements
11. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 11
Validus Investment Holdings Pte. Ltd.
Statements of Comprehensive Income For the financial year ended December 31,
2022
Note Group Company
2022 2021 2022 2021
S$ S$ S$ S$
Revenue 23 13,693,992 6,941,334 2,768,287 2,461,597
Other income 24 2,463,108 1,124,254 720,567 523,609
Salaries and employee benefits 25 (17,591,274) (15,121,781) (3,854,015) (3,670,604)
Depreciation of plant and equipment 3 (929,517) (920,519) (12,948) (9,382)
Amortisation of intangible assets 7 (876,582) (540,597) (618,590) (346,119)
Other operating expenses (9,692,927) (7,475,313) (8,827,123) (5,288,227)
Finance costs 26 (5,187,829) (1,712,502) (2,995,048) (1,421,288)
Loss before income tax 27 (18,121,029) (17,705,124) (12,818,870) (7,750,414)
Income tax expense 28 (216,724) 26,001 (62,902) (1,481)
Loss after income tax (18,337,753) (17,679,123) (12,881,772) (7,751,895)
Other comprehensive income
Items that may be reclassified
subsequently to profit or loss
- Translation differences (440,356) (283,095) - -
Items that will not be reclassified
subsequently to profit or loss
- Remeasurement of
employee benefit liabilities (54,706) 39,327 - -
- Deferred tax on remeasurement of
employee benefit liabilities 11,191 (8,652) - -
Other comprehensive loss
for the year,net oftax (483,871) (252,420) - -
Total comprehensive loss
for the year (18,821,624) (17,931,543) (12,881,772) (7,751,895)
Attributable to:
Equity holders of the Company:
- Loss after income tax (17,434,525) (16,759,872) (12,881,772) (7,751,895)
- Translation differences (247,419) (220,290) - -
- Remeasurement of
employee benefit liabilities (27,119) 18,479 - -
(17,709,063) (16,961,683) (12,881,772) (7,751,895)
Non-controlling interests
- Loss after income tax (903,228) (919,251) - -
- Translation differences (192,937) (62,805) - -
- Remeasurement of
employee benefit liabilities (16,396) 12,196 - -
(1,112,561) (969,860) - -
(18,821,624) (17,931,543) (12,881,772) (7,751,895)
The annexed accounting policies and explanatory notes form an integral part of the financial statements
12. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 12
Validus Investment Holdings Pte. Ltd.
Statement of Changes in Equity For the financial year ended December 31, 2022
Attributable
to equity
Ordinary Preference Share Currency Employee holders Non-
share share Accumulated application translation share option ofthe controlling
Group Note capital capital losses money reserve reserve company interests Total
S$ S$ S$ S$ S$ S$ S$ S$ S$
Balance as at 01.01.2021 2,730,068 47,989,854 (33,090,373) - (66,691) 2,879,256 20,442,114 267,492 20,709,606
Issue of ordinary shares 12 237,837 - - - - - 237,837 - 237,837
Total comprehensive loss for the year - - (16,741,393) - (220,290) - (16,961,683) (969,860) (17,931,543)
Amount received 14 - - - 11,979 - - 11,979 - 11,979
Value of employee services (net) 16 - - 1,507,604 - - (928,115) 579,489 1,408 580,897
Issue of shares to non-controlling interests - - (290,269) - - - (290,269) 923,732 633,463
Balance as at 31.12.2021 2,967,905 47,989,854 (48,614,431) 11,979 (286,981) 1,951,141 4,019,467 222,772 4,242,239
Issue of ordinary shares 12 77,785 - - - - - 77,785 - 77,785
Issue of preference shares 13 - 37,351,639 - - - - 37,351,639 - 37,351,639
Total comprehensive loss for the year - - (17,461,644) - (247,419) - (17,709,063) (1,112,561) (18,821,624)
Amount received 14 - - - 60,894 - - 60,894 - 60,894
Value of employee services (net) 16 - - 8,898 - - 390,653 399,551 67,510 467,061
Issue of shares to non-controlling interests - - 1,393,024 - - - 1,393,024 1,319,736 2,712,760
Balance as at 31.12.2022 3,045,690 85,341,493 (64,674,153) 72,873 (534,400) 2,341,794 25,593,297 497,457 26,090,754
The annexed accounting policies and explanatory notes form an integral part of the financial statements
13. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 13
Validus Investment Holdings Pte. Ltd.
Statement of Changes in Equity For the financial year ended December 31,
2022
Ordinary Preference Share Employee
Share share Accumulated application share option
Company Note capital capital losses money reserve Total
S$ S$ S$ S$ S$ S$
Balance as at 01.01.2021 2,730,068 47,989,854 (4,212,472) - 2,877,618 49,385,068
Issue of ordinary shares 12 237,837 - - - - 237,837
Total comprehensive loss
for the year - - (7,751,895) - - (7,751,895)
Amount received 14 - - - 11,979 - 11,979
Value of employee services (net) 16 - - 67,318 - (930,880) (863,562)
Balance as at 31.12.2021 2,967,905 47,989,854 (11,897,049) 11,979 1,946,738 41,019,427
Issue of ordinary shares 12 77,785 - - - - 77,785
Issue of preference shares 13 - 37,351,639 - - - 37,351,639
Total comprehensive loss
for the year - - (12,881,772) - - (12,881,772)
Amount received 14 - - - 60,894 - 60,894
Value of employee services (net) 16 - - 3,239 - 272,526 275,765
Balance as at 31.12.2022 3,045,690 85,341,493 (24,775,582) 72,873 2,219,264 65,903,738
The annexed accounting policies and explanatory notes form an integral part of the financial statements
14. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 14
Validus Investment Holdings Pte. Ltd.
Consolidated Statement of Cash Flows For the financial year ended December 31, 2022
2022 2021
S$ S$
Cash flows fromoperating activities
Loss before income tax (18,121,029) (17,705,124)
Adjustments for:-
Depreciation of plant and equipment 929,517 920,519
Amortisation of intangible assets 876,582 540,597
Interest income (112,779) (93,040)
Discount received on acquisition of SME loans (1,213,527) -
Bad debt recovered - SME loans (outside parties) (5,368) -
Reversal of allowance for doubtful debts - SME loans (outside parties) (494,189) (273,811)
Share option expense 467,061 580,897
Gratuity 6,550 246,696
Allowance for doubtful debts - trade SME loans (outside parties) 1,038,656 35,197
Allowance for doubtful debts - non-trade (outside parties) 5,444 -
Bad debts written off - trade SME loans (outside parties) - 3,349
Foreign exchange gain on lease liabilities (27,974) (13,005)
GST reverse charge 52,655 30,000
Write off of plant and equipment 617 -
Write off of intangible assets 509,906 1,615,202
Interest expense 5,187,829 1,712,502
Provision for retirement benefits 8,215 -
Provision for unutilised Leave (125,398) 181,639
Operating loss before working capital changes (11,017,232) (12,218,382)
Trade receivables (25,943,260) (11,477,824)
Other receivables, advance for purchases and prepayment (565,945) (190,452)
Other payables and accruals 796,877 626,400
Contract liabilities 283,029 -
Cash used in operations (36,446,531) (23,260,258)
Income tax paid (71,714) (1,481)
Net cash used in operating activities (36,518,245) (23,261,739)
Cash flows frominvesting activities
Interest received 112,779 93,040
Purchase of plant and equipment (163,137) (206,996)
Purchase of intangible asset (2,241,445) (2,578,240)
Fixed deposit (1,283,983) 2,852,262
Pledged cash at banks 29,280 (539,345)
(Increase)/Decrease in restricted cash (413,208) 155,000
Net cash used in investing activities (3,959,714) (224,279)
…Cont’d
15. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 15
Validus Investment Holdings Pte. Ltd.
Consolidated Statement of Cash Flows For the financial year ended December 31, 2022
2022 2021
S$ S$
Cash flows fromfinancing activities
Interest paid (3,508,780) (657,408)
Proceeds from issue of ordinary shares 77,785 237,837
Proceeds from issue of preference shares 13,821,512 -
Share application money 60,894 11,979
Proceeds from issue of shares to NCI 2,712,760 633,463
Proceeds from borrowings 49,140,348 38,748,095
Repayments on borrowings (16,981,531) (3,000,000)
Payment of principal portion of lease liabilities (733,396) (541,812)
Net cash from financing activities 44,589,592 35,432,154
Net increase incash and cash equivalents 4,111,633 11,946,136
Effect of exchange rate in cash and cash equivalents (381,712) (290,791)
Cash and cash equivalent brought forward 25,117,718 13,462,373
Cash and cash equivalents carried forward 28,847,639 25,117,718
Cash and cash equivalents comprise:-
Fixed deposit 686,441 758,702
Cash at banks 28,108,714 24,338,900
Cash in hand 278 278
Digital Wallet 52,206 19,838
28,847,639 25,117,718
The annexed accounting policies and explanatory notes form an integral part of the financial statements
16. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 16
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1 Corporate information
The Company (Registration No. 201803167H) is a private limited Company incorporated and domiciled in
Singapore.
The registered office and principal place of business is at 150 Beach Road, #08-03/04 Gateway West,
Singapore 189720.
The principal activities of the Company is of holding investments and the Company also participated in SME
lending through Validus platform operated through subsidiaries and earn interest income.
There have been no significant changes in the nature of these activities during the financial year.
Subsidiaries
Refer Note 4 to the financial statements for details of the subsidiaries and their principal activities.
The principal activities of the subsidiaries are those in relation to e-commerce web portals. A certain
subsidiary in Singapore has obtained a Capital Market Services License to deal in capital market products and
the Indonesia subsidiary has obtained OJK license for information technology based money lending service
provider. The Thailand subsidiary has been granted a debenture crowdfunding license by the Securities and
Exchange Commission of Thailand (SEC).
The subsidiaries provide an online platform (Market place) for SMEs to secure short term and medium term
working capital and invoice financing from accredited investors who are individual and institutional lenders,
through the platform. The subsidiaries are using technology to minimise the cost of financial intermediation
and passing the benefits to both investors and SMEs. The subsidiaries earn commission income for the
services rendered and investors assume their own risk. Customers' money is handled through escrow account
or through separate earmarked bank account maintained by the Company (refer Note 11 to the financial
statements for operation of escrow account). The subsidiaries and Company also participate in the
marketplace on the platform and earn interest income from the loans participated.
A subsidiary “Validus Pay Pte. Ltd.” incorporated in Singapore, has partnered with its related company
“Validus Capital Pte. Ltd.” and service providers regulated by the Monetary Authority of Singapore, to
provide its users with services, including but not limited to the Validus Business Account, expenses
management, card, fund transfers, cross-border payments and such other related services.
There have been no significant changes in the nature of these activities during the financial year.
2 Significant accounting policies
a) Basis ofpreparation
The financial statements have been prepared in accordance with Financial Reporting Standards in
Singapore (“FRS”) as required by the Singapore Companies Act 1967. The financial statements are
expressed in Singapore Dollar (S$), and are prepared under the historical cost convention except as
disclosed in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to exercise its
judgment in the process of applying the Group’s accounting policies. It also requires the use of
accounting estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported
amounts of revenue and expenses during the financial year. These estimates and assumptions are
assessed on an on-going basis and are based on experience and relevant factors, including expectations
of future events that are believed to be reasonable under the circumstances (refer Note 2(e) to the
financial statements).
17. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 17
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
a) Basis ofpreparation(Cont’d)
The Group and Company adopted the new or revised FRS that is mandatory for application on that date.
This includes the following FRS, which are relevant to the Group and Company as a single entity:
FRS 16 (Amendments) : Proceeds before intended to use
FRS 37 (Amendments) : Onerous Contracts - Cost of Fulfilling a Contract
FRS 103 (Amendments) : Reference to the Conceptual Framework
Improvements to FRSs
Annual Improvements to FRSs 2018 - 2020
FRS 101 (Amendments) : First-Time Adoption of Financial Reporting Standards
FRS 109 (Amendments) : Financial Instruments
FRS 116 (Amendments) : Leases
The adoption of these does not result in any significant changes to the Group’s and Company’s
accounting policies or have any significant impact on the financial statements.
b) Basis ofconsolidation
(i) Consolidation
The consolidated financial statements include the financial statements of the Company and all its
subsidiaries made up to December 31, each year. Subsidiaries are investees controlled by the
Group. All material intra-group transactions and balances within the Group are eliminated on
consolidation.
The results of subsidiaries acquired or disposed during the financial year are included in or
excluded from the consolidated financial statements from the effective date of acquisition or
disposal, as appropriate. Acquisitions of subsidiaries are accounted for using the purchase method
except Validus Capital Pte. Ltd. which is accounted for as a common control transaction (Refer (ii)
below).
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not
held by the equity holders of the Company. They are presented separately in the consolidated
statements of financial position, consolidated statements of comprehensive income and statement
of changes in equity. Total comprehensive income is attributed to the non-controlling interests
based on their respective interests in a subsidiary even, if this results in the non-controlling
interests having a deficit balance.
In the Company’s financial statements, investments in subsidiaries are carried at cost less any
impairment loss. Any such provisions for impairment are recognised in the profit or loss.
(ii) Business combination
During the financial period ended December 31, 2018, a restructuring exercise was undertaken by
the shareholders of the Company. The company was incorporated on January 25, 2018. The
company entered into a share SWAP transaction with the existing shareholders of the subsidiary
Validus Capital Pte. Ltd. (“VCPL”). As a part of the transaction, the shares issued by VCPL are
transferred to the company in consideration for the allotment and issuance by the company of the
equivalent number and type of shares in the company. Thus, management is of the view that
acquisition of VCPL is under common control, that is, a business combination in which all the
combining entities are ultimately controlled by the same party both before and after the business
combination, and that control in not transitory.
18. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 18
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
b) Basis ofconsolidation
(ii) Business combination (Cont’d)
The business combination of entities under common control is accounted for by a method similar to
the pooling-of-interest method. The combined assets, liabilities and reserves of the pooled entities
are recorded at their existing carrying amounts at the date of effective date of transfer of shares.
The excess or deficiency of amount recorded as share capital issued (plus any additional
consideration in the form of cash or other assets) over the amount recorded for the share capital
acquired is adjusted to the retained earnings.
(iii) Disposal of subsidiaries
When a change in the Company’s ownership interest in a subsidiary result in a loss of control over
the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised.
Amounts recognised in other comprehensive income in respect of the entity are also reclassified to
profit or loss or transferred directly to accumulated profits if required by a specific Standard.
Any retained interest in the entity is remeasured at fair value. The difference between the carrying
amount of the retained investment at the date when control is lost and its fair value is recognised
in profit or loss.
(iv) Transactions with non-controlling interests
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control
over the subsidiary are accounted for as transactions with equity owners of the Group. Any
difference between the change in the carrying amounts of the non-controlling interest and the fair
value of the consideration paid or received is recognised in a separate reserve within equity
attributable to the equity holders of the Company.
c) Functional and presentationcurrency
The Company’s functional currency is Singapore Dollar being the currency of the primary economic
environment in which it operates. The individual financial statements of each Group entity are
measured in the currency of the primary economic environment in which the entity operates (its
functional currency). The consolidated financial statements of the Group and of the Company are
presented in Singapore Dollar, which is the functional currency of the Company, and the presentation
currency for the financial statements.
d) Foreigncurrency transactions and translations
Foreign currency transactions are translated into the respective functional currencies using the exchange
rates prevailing at the dates of transactions. Foreign currency monetary assets and liabilities are
translated into the respective functional currencies at the exchange rates prevailing at the end of
reporting period. Foreign exchange gains and losses resulting from the settlement of foreign currency
transactions and from the translation of foreign currency denominated assets and liabilities are
recognised in the profit or loss.
19. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 19
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
d) Foreigncurrency transactions and translations (Cont’d)
Currency translation differences on non-monetary items that are measured in terms of historical cost in
a foreign currency are translated using the exchange rates at the dates of the initial transactions.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was determined. The gain or loss arising on translation of
non-monetary items are measured at fair value is treated in line with the recognition of the gain or loss
on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss
is recognised in other comprehensive income or profit or loss are also recognised in other comprehensive
income or profit or loss, respectively).
In the preparation of the consolidated financial statements, the financial statements of those subsidiaries
whose functional currency is not the Singapore Dollar (i.e. foreign entities) are translated into Singapore
Dollar, the functional currency of the Company, as follows:
i) assets and liabilities are translated at the closing rate at the date of the statements of financial
position;
ii) share capital and reserves are translated at historical exchange rates; and
iii) revenue and expenses are translated at average rates which approximate the exchange rates
prevailing on the transactions dates.
Exchange differences arising from the above translations are taken to the foreign currency translation
reserve. On consolidation, exchange differences arising from translation of net investments in foreign
entities (including monetary items that in substance from part of the net investments in foreign entities)
are taken to foreign currency translation reserves. On disposal, the accumulated translation differences
are recognised in profit or loss as part of the gain or loss on disposal in the year in which the foreign
entity is disposed of.
e) Critical judgments inapplying the entity’s accounting policies
In the process of applying the entity’s accounting policies, management is of opinion that there are no
critical judgments (other than those involving estimates) that have significant effect on the amounts
recognised in the financial statements.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the
statements of financial position date, that have significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are discussed below.
Depreciation
The Group depreciates the plant and equipment over their estimated useful lives, after taking into
account their estimated residual values, if any, using the straight-line method. The estimated useful life
reflects the directors’ estimate of the years that the Group intends to derive future economic benefits
from the use of the Group’s plant and equipment. The residual values reflect the directors’ estimated
amount that the Group would currently obtain from disposal of the asset, after deducting the estimated
costs of disposal, if the assets were already of the age in the condition expected at the end of its useful
life.
20. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 20
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
e) Critical judgments inapplying the entity’s accounting policies (Cont’d)
Investment in subsidiaries
Investment in subsidiaries is stated at cost less impairment loss, if any. In determining if there is any
impairment, the management evaluates the market and economic environment in which the entities
operate and has adopted market approach to arrive at recoverable value. This approach involves
comparing market information of peers. Judgement is required in choosing the like peers for comparison
and assessing the reliability of the market information that is being used. Recoverable value uses the
data available on the date of assessment and is likely to change with actual performance of the entities in
future. Management has used average monthly disbursal, prior year revenue and loan deployed inputs
for the market multiple approach based on market practice used by similar companies operating in the
same sector.
Amortisation
The Group and Company amortises intangible assets over their estimated useful lives, after taking into
account their estimated residual values, if any, using the straight-line method. The estimated useful life
reflects the directors’ estimate of the years that the Group and Company intends to derive future
economic benefits from the use of the Group’s and Company’s intangible assets. The residual values
reflect the directors’ estimated amount that the Group and Company would currently obtain from
disposal of the asset, after deducting the estimated costs of disposal, if the assets were already of the age
in the condition expected at the end of its useful life.
Provision for expected credit losses of trade and other receivables
The Group uses a provision matrix to calculate Expected Credit Losses (ECLs) for trade and other
receivables. The provision rates are based on days past due for groupings of various customer segments
that have similar loss patterns.
The provision matrix is initially based on the Group’s historical observed default rates. The Group will
calibrate the matrix to adjust historical credit loss experience with forward-looking information. At every
reporting date, historical default rates are updated and changes in the forward-looking estimates are
analysed.
The assessment of the correlation between historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and of forecast economic conditions. The Group’s historical credit loss experience and
forecast of economic conditions may also not be representative of customer’s actual default in the future.
f) Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. The
cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to
working condition for its intended use. Expenditure for additions, improvements and renewals are
capitalised and expenditure for maintenance and repairs are charged to the profit or loss. When assets
are sold or retired, their cost and accumulated depreciation and impairment loss are removed from the
financial statements and any gain or loss resulting from their disposal is included in the profit or loss.
21. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 21
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
g) Depreciationofplant and equipment
Depreciation is calculated on a straight-line method to write off the cost of the plant and equipment over
their estimated useful lives is as follows:
Office equipment - 3 to 4 years
Computer software - 3 to 4 years
Furniture & fittings - 3 to 4 years
Renovation - 3 years
Right-of-use assets - Lease period
Right-of-use assets relates to lease of office premises.
h) Investment insubsidiaries
Subsidiaries are investees that are controlled by the Group. The Group controls an investee when it is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee.
Investments in the subsidiaries are carried at cost less accumulated impairment losses, if any. On
disposal of investments in subsidiaries, the differences between disposal proceeds and the carrying
amounts of the investments are recognised in the profit or loss.
i) Intangible assets
Internally generated intangible assets
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of
an internal project) is recognised if, and only if, all of the following have been demonstrated.
- The technical feasibility of completing the intangible asset so that it will be available for use or sale;
- The intention to complete the intangible asset and use or sell it;
- The ability to use or sell the intangible asset;
- How the intangible asset will generate probable future economic benefits;
- The availability of adequate technical, financial and other resources to complete the development
and to use or sell the intangible asset; and
- The ability to measure reliably the expenditure attributable to the intangible asset during its
development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure
incurred from the date when the intangible asset first meets the recognition criteria listed above. Where
no internally-generated intangible asset can be recognised, development expenditure is charged to
profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated
intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses,
on the same basis as intangible assets acquired separately.
22. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 22
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
j) Amortisationofintangible assets
Amortisation is calculated on a straight-line method to write off the cost of the intangible assets over its
estimated useful life as below:
Validus platform - 3 to 4 years
The Group capitalises the development costs of its fintech lending platform in relation to its business as
intangible assets and amortised over 3 to 4 years on a straight-line method.
Amortisation of capital work-in-progress will commence upon the completion of intangible assets.
k) Impairment ofnon-financial assets
At each statements of financial position date, the Group reviews the carrying amounts of its tangible
assets to determine whether there is any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an
individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the
asset belongs.
Recoverable amount is the greater of net selling price and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in profit or loss unless the relevant asset is carried at a
revalued amount, in which case the impairment loss is treated as a revaluation decrease.
When an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset (cash-generating unit) in prior years. A reversal of impairment loss is
recognised immediately in profit or loss unless the relevant asset is carried at a revalued amount, in
which case the reversal of the impairment loss is treated as a revaluation increase.
l) Financial instruments
Financial instruments comprise financial assets and financial liabilities. A financial instrument is any
contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity.
(i) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair
value through other comprehensive income (OCI), and fair value through profit or loss (FVPL).
23. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 23
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
l) Financial instruments (Cont’d)
(i) Financial assets (Cont’d)
Initial recognition and measurement (Cont’d)
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them. With the
exception of trade receivables that do not contain a significant financing component or for which
the Group has applied the practical expedient, the Group initially measures a financial asset at its
fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction
costs that are directly attributable to the acquisition of the financial asset. Transaction costs of
financial assets carried at FVPL are expensed in profit or loss.
Trade receivables do not contain a significant financing component or for which the Group has
applied the practical expedient are measured at the transaction price determined per the Group’s
revenue recognition policy.
Financial assets that are classified and measured at amortised cost or fair value through OCI, are
financial assets that give rise to cash flows that are “solely payments of principal and interest
(SPPI)” on the principal amount outstanding. The assessment is referred to as the SPPI test and is
performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will
result from collecting contractual cash flows, selling the financial assets, or both.
Subsequent measurement
For the purposes of subsequent measurement, financial assets are classified in four categories:-
- Financial assets at amortised cost
- Financial assets at fair value through OCI with recycling of cumulative gains and losses
- Financial assets elected at fair value through OCI with no recycling of cumulative gains and
losses upon derecognition (equity instruments)
- Financial assets at fair value through profit or loss (FVPL)
The Group’s relevant financial assets category are financial assets at amortised cost.
Financial assets at amortised cost
The Group measures financial assets at amortised cost if both of the following conditions are met:-
- The financial asset is held within a business model with the objective to hold financial assets
in order to collect contractual cash flows; and
- The contractual terms of the financial asset give rise specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR)
method and are subject to impairment. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired. For short-term receivables the nominal cost
approximates the fair value.
24. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 24
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
l) Financial instruments (Cont’d)
(i) Financial assets (Cont’d)
Financial assets at amortised cost (Cont’d)
The Group’s financial assets at amortised cost includes trade and other receivables and cash and
bank balances.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading; financial
assets designated upon initial recognition at fair value through profit or loss; or financial assets
mandatorily required to be measured at fair value. Financial assets are classified as held for trading
if they are acquired for the purpose of selling or repurchasing in the near term.
Derivatives, including separated embedded derivatives, are also classified as held for trading unless
they are designated as effective hedging instruments. Financial assets with cash flows that are not
solely payments of principal and interest are classified and measured at fair value through profit or
loss, irrespective of the business model.
Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value
through OCI, debt instruments may be designated at fair value through profit or loss on initial
recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are carried in the statement of financial position
at fair value with net changes in fair value recognised in the statement of profit or loss.
The Company’s financial assets at fair value through profit or loss includes investment in Junior
Note.
Derecognition
A financial asset is derecognised when the rights to receive cash flows from the asset have expired
or the Group has transferred its rights to receive cash flows from the asset or has entered into a
“pass-through” arrangement; and either (a) the Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all
the risks and rewards of the asset but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards
of ownership. When it has neither transferred nor retained substantially all of the risks and
rewards of the asset, nor transferred control of the asset, the Group continues to recognise the
transferred asset to the extent of its continuing involvement. In that case, the Group also recognises
an associated liability. The transferred asset and the associated liability are measured on a basis
that reflects the rights and obligations that the Group has retained.
25. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 25
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
l) Financial instruments (Cont’d)
(i) Financial assets (Cont’d)
Derecognition (Cont’d)
On derecognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of the consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income for debt instruments is recognised in profit or loss.
Impairment offinancial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not
held at FVPL. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at
an approximation of the original effective interest rate. The expected cash flows will include cash
flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a
loss allowance is recognised for credit losses expected over the remaining life of the exposure,
irrespective of timing of the default (a lifetime ECL).
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the
Group does not track changes in credit risk, but instead recognises a loss allowance based on
lifetime ECLs at each reporting date.
The amount of expected credit losses is updated at each reporting date to reflect changes in credit
risk since initial recognition of the respective financial instrument. The Group always recognises
lifetime ECL for trade receivables.
The expected credit losses on these financial assets are estimated using a provision matrix based on
the Group’s historical credit loss experience, adjusted for factors that are specific to the borrowers
credit rating, any publically available information on the borrowers operations general economic
conditions and an assessment of both the current as well as the forecast direction of conditions at
the reporting date, including time value of money where appropriate.
The Group makes judgmental assessment for financial asset in default when contractual payments
are past due. The Group considers a financial asset to be in default when internal or external
information indicates that the Company is unlikely to receive the outstanding contractual amounts
in full before taking into account any credit enhancements held by the Group. A financial asset is
written off when there is no reasonable expectation of recovering the contractual cash flows.
26. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 26
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
l) Financial instruments (Cont’d)
(ii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through
profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments
in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs. For short term payables the nominal
costs approximate the fair value.
The Group’s financial liabilities include other payables and accruals, lease liabilities and borrowings.
Subsequent measurement
The measurement of financial liabilities depends on their classification.
Initial recognition and measurement
After initial recognition, financial liabilities that are not carried at FVPL are subsequently measured
at amortised cost using the effective interest method. Gains and losses are recognised in profit or
loss when the liabilities are derecognised as well as through the amortisation process.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires when an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and
the recognition of a new liability. On derecognition, the difference between the carrying amounts
and the consideration paid is recognised in profit or loss.
m) Cash and cash equivalents
For the purpose of statement of cash flows, cash and cash equivalents comprise of unpledged fixed
deposit, cash at banks and cash in hand and excludes restricted cash invested on the platform.
n) Related parties
The related parties are defined as follows:
(a) A person or a close member of that person’s family is related to the Group and the Company if that
person:
(i) has control or joint control over the Company;
(ii) has significant influence over the Company; or
(iii) is a member of the key management personnel of the Group.
27. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 27
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
n) Related parties (Cont’d)
(b) An entity is related to the Group and the Company if any of the following conditions applies:
(i) The entity and the Company are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others, classified as related company);
(ii) One entity is an associate or joint venture of the other entity (for an associate or joint venture
of a member of a group of which the other entity is a member);
(iii) Both entities are joint ventures of the same third party;
(iv) One entity is a joint venture of the third entity and the other entity is an associate of the third
party;
(v) The entity is a post-employment benefit plan for the benefit of employees of either the
Company or an entity related to the Company. If the Company is itself such a plan, the
sponsoring employers are also related to the Company;
(vi) The entity is controlled or jointly controlled by a person identified in (a);
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) The entity, or any member of a group of which it is a part, provides key management
personnel services to the Company.
o) Contract liabilities
Contract liabilities relate to the Group’s obligation to transfer goods or services to a customer for which
the Group have received consideration (or an amount of consideration is due) from the customer. If a
customer pays consideration before the Group transfers goods or services to the customer, a contract
liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract
liabilities are recognised as revenue when the Group performs under the contract.
p) Revenue recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange
for transferring promised goods or services to a customer, excluding amounts collected on behalf of
third parties and based on the transaction price, which is the consideration, adjusted for volume
discounts, service level credits, price concessions and incentives, if any, as specified in the contract with
the customer. Revenue also excludes taxes collected from customers, if any.
Revenue is recognised when the Group satisfies a performance obligation by transferring a promised
good or service to the customer, which is when the customer obtains control of the good or service. A
performance obligation may be satisfied at a point in time or over time. The amount of revenue
recognised is the amount allocated to the satisfied performance obligation.
The Group owns, maintains and operates the “Validus platform” across its subsidiaries to create a
market place to match investors and borrowers.
28. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 28
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
p) Revenue recognition(Cont’d)
Commission income is earned to provide facilitator service from the borrowers and investors who use
the platform to transact. The Group earns commission on loan disbursed to borrowers and commission
on interest earned by its investors on the platform. Commission income on disbursement is earned and
received at the point of loan disbursal. Commission on interest income is earned at the point of full
settlement of loan by the borrowers on the platform which is when this revenue is recognised. Interest
net of commission is settled to investor on the platform after deducting Group’s commission. Commission
income from investor and borrower is earned at a fixed percentage as agreed in the contract.
Commission income earned is received by the Group directly from the escrow account maintained.
The Group also invests in the online market place on the platform and earns interest income from these
loans. Interest income from SME’s loan from the platform is recognised on time proportion basis taking
into account the principal outstanding and the effective interest rate applicable.
The Group also earns revenue from facility fees. Facility fees are reviewed and limits are sanctioned on
yearly basis for existing borrower/at the time of onboarding of new borrower for which a
yearly/prorated facility fees is charged. Facility fees are recognised on prorata basis over the period for
which limits are sanctioned.
The Group also earns service fee revenue from digital payments or cross-border payments with the use
of multiple digital platforms owned by a third parties and recognises revenue upon the completion of
the services rendered.
The Company also earns revenue from consultancy and management services to its subsidiaries. The
Company provides management support and platform technology support services for which revenue is
charged at cost plus a fixed percentage of markup. Revenue from consultancy and management services
is recognised as and when services are rendered over the time period. Revenue is recognised when
services are delivered to the customer and all criteria for acceptance have been satisfied.
The Company also earns revenue from royalty from its subsidiaries for the use of Validus platform
application. Royalty income is recognized when the right to receive the payment has been established.
Royalty income is charged as fixed amount or an agreed percentage of revenue as agreed between the
parties.
The Group and Company does not provide any volume discount nor has any other forms of variable
consideration. The amount of revenue recognised is based on the transaction price, which comprises the
contractual price less any discounts given, if any.
Group revenue excludes intra-group transactions.
q) Other income
Other income is recognised on the following basis:
Interest income
Interest income from bank is recognised on a time proportion basis taking into account the principal
outstanding and the effective interest rate applicable.
Grants
Grants received are recognised on receipt basis.
29. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 29
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
q) Other income (Cont’d)
Sharing fee
Sharing fee refers to when the Group provides references to prospective loan recipients to be provided
with loan facilities by another loan facilitator and is recognised upon the completion of the service
rendered.
r) Employee benefits
Defined contribution plans
Payments to defined contribution retirement benefit plans are recognised as an expense when
employees have rendered service entitling them to the contributions. Payments made to state-managed
retirement benefit plans are accounted for as payments to defined contribution plans where the Group’s
obligations under the plans are equivalent to those arising in a defined contribution retirement benefit
plan.
As required by law, the Group makes contributions to the Central Provident Fund (CPF), a defined
contribution plan regulated and managed by the Government of Singapore, in Singapore and social and
medical insurance plans by Government of Indonesia, Thailand, Vietnam and India. CPF contributions are
recognised as expense in the same period to which the contribution relates.
Employee entitlements to annual leave are recognised when they accrue to the employees. An accrual is
made for the estimated liability for annual leave as a result of services rendered by the employees up to
the statements of financial position date.
A liability for bonuses is recognised where the entity is contractually obliged or where there is
constructive obligation based on past practice.
Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The
Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by
estimating the amount of future benefit that employees have earned in return for their service in the
current and prior periods; that benefit is discounted to determine its present value. The fair value of any
plan assets is deducted.
In accordance with the Indonesian Laws, the subsidiary in Indonesia contributes to a defined benefit
retirement plan (Gratuity Plan). The Group makes contributions to funds investments as managed by an
insurance Company to discharge the gratuity liabilities to the employee. Actuarial gains and losses arising
on such valuation are recognised immediately in profit or loss. The present value of the obligation is
determined based on actuarial valuation, using projected Unit Credit Method.
The Group has obligations under defined benefit plan toward its employees of a subsidiary.
The Group determines the net interest expense (income) on the net defined benefit liability (asset) for
the period by applying the discount rate used to measure the defined benefit obligation at the beginning
of the annual period to the net defined benefit liability (asset).
30. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 30
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
r) Employee benefits (Cont’d)
Defined contribution plans (Cont’d)
The discount rate is the yield at the reporting date derived from high quality government bonds as at
the reporting date. The calculation is performed annually by a qualified actuary using the projected unit
credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to
the present value of economic benefits available in the form of any future refunds from the plan or
reductions in future contributions to the plan.
In order to calculate the present value of economic benefits, consideration is given to any minimum
funding requirements that apply to any plan in the Group. An economic benefit is available to the Group
if it is realisable during the life of the plan, or on settlement of the plan liabilities.
Remeasurements of the net defined benefit liability comprise actuarial gains and losses, the return on
plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest). The Group
recognises them immediately in OCI and all expenses related to defined benefit plans within staff costs
in profit or loss.
When the benefits of a plan are changed, or when a plan is curtailed, the portion of the changed benefit
related to past service by employees or the gain or loss on curtailment, is recognised immediately in
profit or loss when the plan amendment or curtailment occurs.
The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement
occurs. The gain or loss on settlement is the difference between the present value of the defined benefit
obligation being settled as determined on the date of settlement and the settlement price, including any
plan assets transferred and any payments made directly by the Group in connection with the settlement.
Key management personnel
Directors and certain managers that have the authority and responsibility for planning, directing and
controlling the activities of the Group and Company are considered key management personnel.
s) Equity settled share-based payment
Equity-settled share-based payments are measured at fair value of the equity instruments at the date of
grant. Details regarding the determination of the fair value of equity-settled share-based transactions
are set out in Note 15 to the financial statements.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group’s estimate of the number of equity
instruments that will eventually vest. At the end of each reporting period, the Group revises its estimate
of the number of equity instruments expected to vest.
The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled
employee benefits reserve.
31. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 31
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
s) Equity settled share-based payment (Cont’d)
Equity-settled share-based payment transactions with parties other than employees are measured at the
fair value of the goods or services received, except where that fair value cannot be estimated reliably, in
which case they are measured at the fair value of the equity instruments granted, measured at the date
the entity obtains the goods or the counterparty renders the service.
When the options are exercised, the proceeds received (net of transaction costs) and the related balance
previously recognised in the share option reserve are credited to share capital account.
t) Employee share optionreserve
Employee share option reserve represents the equity-settled share options granted to employees. The
reserve is made up of the cumulative value of services received from employees recorded over the
vesting period commencing from the grant date of equity-settled share options, and is reduced by the
expiry or exercise of the share options.
u) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
As lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognises lease liabilities representing the obligations to
make lease payments and right-of-use assets representing the right to use the underlying leased assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs
incurred, and lease payments made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term
and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects
the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. The accounting policy for impairment is disclosed
in Note 2(k).
The Group’s right-of-use assets are presented within plant and equipment (Note 3).
32. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 32
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
u) Leases (Cont’d)
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the
Group exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless
they are incurred to produce inventories) in the period in which the event or condition that triggers the
payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made.
In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in
the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change
in an index or rate used to determine such lease payments) or a change in the assessment of an option to
purchase the underlying asset.
The Group’s lease liabilities are presented within lease liability (Note 20).
Short-term leases and leases oflow-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases
that have a lease term of 12 months or less from the commencement date and do not contain a purchase
option). It also applies the lease of low-value assets recognition exemption to leases that are considered
to be low value. Lease payments on short-term leases and leases of low value assets are recognised as
expense on a straight-line basis over the lease term.
v) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
- Where the sales tax incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the
asset or as part of the expense item as applicable; and
- Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statements of financial position.
33. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 33
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
2 Significant accounting policies (Cont’d)
w) Finance costs
Interest expense and similar charges are expensed in the profit or loss in the year in which they are
incurred.
x) Income tax
Income tax expense represents the sum of tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as
reported in the profit or loss because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are not taxable or tax deductible. The
Group’s liability for current tax is calculated using statutory tax rate at the statements of financial
position date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases in the computation of taxable profit, and is
accounted for using the balance sheets liability method. Deferred tax liabilities are generally recognised
for all temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises from goodwill or from the
initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor
the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiary, except where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each statements of financial position date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is
settled or the asset, realised. Deferred tax is charged or credited to profit or loss, except when it relates to
items charged or credited directly to equity, in which case the deferred tax is also dealt, within equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on net basis.
34. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 34
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
3 Plant and equipment
Office Computers Furniture
Right-of-
use
Group -2022 equipment & software & fittings Renovation assets Total
S$ S$ S$ S$ S$ S$
Cost
At January 1, 2022 83,522 438,138 65,229 553,563 2,560,319 3,700,771
Additions 11,693 144,991 6,453 - - 163,137
Write off - (1,227) - - - (1,227)
Currency alignment (3,031) (21,299) (4,661) (5,388) (39,749) (74,128)
At December 31, 2022 92,184 560,603 67,021 548,175 2,520,570 3,788,553
Depreciation
At January 1, 2022 62,792 260,709 40,955 423,559 1,338,255 2,126,270
Charge for the year 11,099 121,467 12,956 78,383 705,612 929,517
Write off - (610) - - - (610)
Currency alignment (2,173) (8,406) (3,288) (3,011) (14,126) (31,004)
At December 31, 2022 71,718 373,160 50,623 498,931 2,029,741 3,024,173
Net book value
At December 31,2022 20,466 187,443 16,398 49,244 490,829 764,380
Office Computers Furniture
Right-of-
use
Group -2021 equipment & software & fittings Renovation assets Total
S$ S$ S$ S$ S$ S$
Cost
At January 1, 2021 66,757 312,458 48,981 501,683 2,145,801 3,075,680
Additions 15,651 125,824 15,965 49,556 412,707 619,703
Currency alignment 1,114 (144) 283 2,324 1,811 5,388
At December 31, 2021 83,522 438,138 65,229 553,563 2,560,319 3,700,771
Depreciation
At January 1, 2021 37,973 163,740 26,166 239,713 735,907 1,203,499
Charge for the year 24,269 96,893 14,646 182,817 601,894 920,519
Currency alignment 550 76 143 1,029 454 2,252
At December 31, 2021 62,792 260,709 40,955 423,559 1,338,255 2,126,270
Net book value
At December 31,2021 20,730 177,429 24,274 130,004 1,222,064 1,574,501
Computers
Company-2022 & software Total
S$ S$
Cost
At January 1, 2022 33,832 33,832
Additions 5,645 5,645
At December 31, 2022 39,477 39,477
Depreciation
At January 1, 2022 10,418 10,418
Charge for the year 12,948 12,948
At December 31, 2022 23,366 23,366
Net book value
At December 31,2022 16,111 16,111
35. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 35
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
3 Plant and equipment (Cont’d)
Computers
Company-2021 & software Total
S$ S$
Cost
At January 1, 2021 17,400 17,400
Additions 21,573 21,573
Disposal (5,141) (5,141)
At December 31, 2021 33,832 33,832
Depreciation
At January 1, 2021 1,816 1,816
Charge for the year 9,382 9,382
Disposal (780) (780)
At December 31, 2021 10,418 10,418
Net book value
At December 31,2021 23,414 23,414
4 Investment in subsidiaries
Company
2022 2021
S$ S$
Unquoted equity shares, at cost 50,758,500 45,475,315
Less: Impairment loss
- At beginning of year - -
- Charge for the year (@) 1,819,193 -
- At end of year 1,819,193 -
48,939,307 45,475,315
(@) Management has assessed its investment in Validus Pay Pte. Ltd. to be fully impaired.
Details of subsidiaries are as follows:
Name ofsubsidiary
Country of
incorporation Principal activities
Percentage
ofequity held Cost
2022 2021 2022 2021
% % S$ S$
(a) Held by the Company
Validus Capital Pte. Ltd. (i)
Singapore
E- commerce web
portals 100 100 30,617,698 30,088,142
VIH Capital Pte. Ltd. (ii) Singapore
Monetary
intermediary 100 100 1,456,000 1,670,000
Validus Pay Pte. Ltd. (iii) Singapore
Digital payment
service provider 100 100 1,819,193 510,000
PT Berdayakan Usaha
Indonesia (v) (+)
Indonesia E- commerce web
portals 62.32 60.24 6,058,828 4,060,428
VGrowth Development
Holding Joint Stock
Company (vi) (+)
Vietnam
E- commerce web
portals 80 100 6,364,592 5,364,592
Validus Technology
Service Company Limited
(iv)
Vietnam
Provide software
services 100 100 80,830 80,830
36. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 36
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
4 Investment in subsidiaries (Cont’d)
Details of subsidiaries are as follows:
Name ofsubsidiary
Country of
incorporation Principal activities
Percentage
ofequity held Cost
2022 2021 2022 2021
% % S$ S$
(a) Held by the Company (Cont’d)
Siam Validus Capital
Company Limited (vii) (+) Thailand
E- commerce web
portals 67.50 80 4,232,867 3,572,831
Validus India Technology
Service Company Limited
(iv) India
Provide software
services 100 100 128,492 128,492
Santorini Capital
Management Pte. Ltd.
(by control) (viii) Singapore
Special Purpose
Vehicle for investing
on the lending platform - - - -
50,758,500 45,475,315
(b) Subsidiary of VGrowth Development Holding Joint Stock Company
VGrowth Development
Co Ltd
Vietnam E- commerce web
portals 100 100
(i) Audited by Natarajan & Swaminathan. During the financial year, the Company has subscribed 500,000
ordinary shares for a total cash consideration of S$500,000. In addition, the Company has granted
employee share option to the subsidiary’s employees. The total value of options granted and vested is
S$1,443,735 (2021:S$1,414,179).
(ii) Audited by Natarajan & Swaminathan. During the financial year, the Company has subscribed 150,000
ordinary shares for a total cash consideration of S$150,000 and has sold back 364,000 ordinary shares
for a total cash consideration of S$364,000.
(iii) Audited by Natarajan & Swaminathan. During the financial year, the Company has subscribed
1,250,000 ordinary shares for a total cash consideration of S$1,250,000. In addition, the Company has
granted employee share option to the subsidiary’s employees. The total value of options granted and
vested is S$59,193.
(iv) Audited by other firm of auditor in the country of incorporation.
(v) Audited by other firm of auditor in the country of incorporation. These investments have a lock in
period of 5 years from September 2018. Investment is reflected net of call option received of
S$1,140,000 (2021:S$1,140,000) issued to a certain shareholder of the company. The shareholder can
exercise call option any time before July 2025 to purchase shares of Indonesian subsidiary
representing 22.49% interest. If the option is not exercised, call option money will be forfeited and
thus the management is of the view that the option is certainly exercisable and has reflected NCI
accordingly.
(vi) Audited by other firm of auditor in the country of incorporation. These investments have a lock in
period of 3 years from December 2021. The investment comprises of ordinary shares with voting
rights. During the year, the Company has subscribed to 1,689,600 ordinary shares by capitalising for
the advances made in prior year. Refer Note 5 to the financial statements. NCI of this subsidiary
comprises of 20% ordinary shares.
37. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 37
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
4 Investment in subsidiaries (Cont’d)
(vii) Audited by other firm of auditor in the country of incorporation. These investments have a lock in
period of 3 years from August 2020. During the financial year, the Company has subscribed 543,547
ordinary shares for a total cash consideration of S$660,036. The investment comprises of ordinary
shares with voting rights. NCI of this subsidiary comprises of 32.50% ordinary shares.
(viii) Audited by Natarajan & Swaminathan. The share capital of the subsidiary comprising of 1 ordinary
share is held by Intertrust (Singapore) Ltd. (acting as trustee and on behalf of Santorini Shares Trust),
a Singapore incorporated company regulated by Monetary Authority of Singapore as defined in the
Singapore Trust Companies (exemption) Regulations as contained in the Trust Companies Act 2005 of
Singapore. Intertrust (Singapore) Ltd is holding the one share of the Company in its capacity as
Trustee in administering Santorini Shares Trust under a legal agreement governed by Singapore Law.
A contractual agreement is signed between the subsidiary and the Company to grant the Company
executionary powers to run its operations without any interference and rights to variable return. The
Company is exposed to losses on loan defaults and solely is entitled to the subsidiary’s variable
returns. Consequently, management has assessed that the Company is the holding company. The
Company has also subscribed to Junior Note in the subsidiary which has no contractual interest
payment and repayment terms. Refer Note 6 to the financial statements.
(+) Summarised financial information includes disclosure based on the audited accounts.
The following summarised financial information for the subsidiaries with material NCI, is prepared in
accordance with FRS and differences in the Group’s accounting policies.
2022 2021
S$ S$
PT Berdayakan Usaha Indonesia
Summarised statement offinancial position
Current assets 3,828,412 1,356,692
Current liabilities (854,721) (819,558)
Net current assets 2,973,691 537,134
Summarised statement offinancial position
Non-current assets 459,530 669,630
Non-current liabilities (296,177) (204,599)
Net current assets 163,353 465,031
Net assets 3,137,044 1,002,165
Summarised statement ofcomprehensive income
Revenue 5,390,568 2,010,233
Loss for the year before tax 532,596 (1,329,398)
Income tax expense (21,733) 60,079
Loss after tax 510,863 (1,269,319)
Other comprehensive income (42,671) 30,675
Total comprehensive loss 468,192 (1,238,644)
Summarised statement ofcashflows
Net cash used in operating activities (706,024) (972,361)
Net cash from investing activities (87,248) (41,069)
Net cash from financing activities 1,741,585 (55,175)
Net increase in cash and cash equivalents 948,313 (1,068,605)
38. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 38
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
4 Investment in subsidiaries (Cont’d)
2022 2021
S$ S$
Siam Validus Capital Company Limited
Summarised statement offinancial position
Current assets 2,267,808 1,680,813
Current liabilities (1,038,576) (340,685)
Net current assets 1,229,232 1,340,128
Summarised statement offinancial position
Non-current assets 239,902 337,371
Non-current liabilities (8,109) -
Net current assets 231,793 337,371
Net assets 1,461,025 1,677,499
Summarised statement ofcomprehensive income
Revenue 868,500 67,071
Loss for the year before tax (1,844,101) (2,072,848)
Income tax expense - -
Loss after tax (1,844,101) (2,072,848)
Other comprehensive income - -
Total comprehensive loss (1,844,101) (2,072,848)
Summarised statement ofcashflows
Net cash used in operating activities (1,022,073) (1,916,712)
Net cash from investing activities (38,460) (257,234)
Net cash from financing activities 1,684,548 3,192,202
Net increase in cash and cash equivalents 624,015 1,018,256
VGrowth Development Holding Joint Stock Company
Summarised statement offinancial position
Current assets 455,890 -
Current liabilities (705,739) -
Net current assets (249,849) -
Summarised statement offinancial position
Non-current assets 119,331 -
Non-current liabilities - -
Net current assets 119,331 -
Net liabilities (130,518) -
Summarised statement ofcomprehensive income
Revenue 287,057 -
Loss for the year before tax (2,111,441) -
Income tax expense (18,126) -
Loss after tax (2,129,567) -
Other comprehensive income - -
Total comprehensive loss (2,129,567) -
Summarised statement ofcashflows
Net cash used in operating activities (2,201,781) -
Net cash from investing activities 2,565 -
Net cash from financing activities 1,529,100 -
Net decrease in cash and cash equivalents (670,116) -
During the financial year ended December 31, 2022, the subsidiaries except PT Berdayakan Usaha Indonesia,
Santorini Capital Management Pte. Ltd., Validus India Technology Service Company Limited and Validus
Technology Service Company Limited have incurred losses. The subsidiaries have shown consistent
39. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 39
improvement in performance and have shown a manifold increase in its loan disbursements through their
Validus platform.
40. VALIDUS INVESTMENT HOLDINGS PTE. LTD. 40
Validus Investment Holdings Pte. Ltd.
Notes to the Financial Statements For the financial year ended December 31, 2022
4 Investment in subsidiaries (Cont’d)
Management is confident that it will be able to continue attaining extraordinary growth in order to build the
shareholder value for which it is constantly upgrading its technology to improve its Validus portal, entering
into strategic partnerships with institutional investors and corporate partners to originate borrowers, on top of
a robust borrower risk analysis framework.
As at the end of the financial year, the company carried out a review of the recoverable value of its
investments in subsidiaries using market multiple method. The valuation of the subsidiaries using this
method far exceeds the carrying value of the investment in the Company’s standalone financial statement.
Being fintech start-ups engaged in peer-to-peer lending, management has considered this model to best
estimate the subsidiaries’ recoverable value which is a well-accepted market practice accepted by investors.
The primary factors considered during the review includes operating performance, valuation using market
multiples estimated from a group of peers of comparable companies in the same industry and geography in
which the subsidiary operates. Significant judgement is required to determine the weighting and impact of
the abovementioned factors. The information of the peers considered include premoney valuation, last
funding done, loan disbursal and revenue to arrive at the multiples. The information is derived from market
information available and corroborated based on management expertise, continuous monitoring of market
information using technology and other relevant industry inputs. The multiplier is adjusted further
downwards for macro-economic factors, country specific and Company specific factors based on management
judgement.
The subsidiaries are taking steps to improve their loan book which is very crucial for the subsidiaries’
improved performance to achieve profitability in coming years. With its current level of operations and cash
and bank balances management is confident to meet the liabilities arising within the next 12 months as and
when they arise.
5 Advance for investment
In 2021, the Company has extended an interest free convertible loan of S$1,000,000 to its subsidiary,
VGrowth Development Holding Joint Stock Company. The loan tenure is 12 months and at the discretion of the
Company can be converted into shares. The number of converted shares is the result of dividing loan amount
by face value of each share. The conversion rate is fixed at VND 10,000 per share. During the year, the
subsidiary has converted and issued 1,689,600 ordinary shares to the Company.
6 Investment in Junior Note
During the financial year, the Company has made investment in Junior Note in its subsidiary, Santorini Capital
Management Pte. Ltd. Special Purpose Vehicle entity. The Company committed to subscribe S$6.67 million and
upon a further subscription request made by the subsidiary, the Company can at it’s sole discretion increase
its commitment to S$10 million. The Junior Note are subordinated to the Senior and Mezzanine Notes issued
by the Subsidiary. The Company has invested S$2,746,356 during the financial year. In line with the
agreement with the Senior and Mezzanine investors, the Notes carry no interest as the Company is entitled to
the residual gain or loss from the subsidiary upon full repayment of Senior and Mezzanine Note
holders.Management has determined the fair value based on a forecasted cashflow prepared by the
Subsidiary management using reliable and verifiable inputs. The inputs include collection made from
downstream investment in Validus SMEs loan platform by the subsidiary and repayment of principal and
interest of the Senior and Mezzanine Notes under the agreed waterfall method computation by the Note
holders.